The view shifts throughout the asteroid belt and focuses on Mars. We see the alien spire that created the energy field disturbance at the end of the previous episode, and Captain Avery Butler's platoon guarding their positions around it. Wolf Bronski is sweating, and visibly exerts himself in an attempt to get his e-frame to work. Maggie Weston tells J.T. Marsh that she cannot get the e- frames to work, that they have suffered from a massive power overload. She points out that they are fortunate that the Neo sapiens that pursued them are having the same problem. Typhonus and his troops are across a canyon, and they are working to attempt to repair their e-frames.

Vince Pelligrino suggests to Butler that they attack while the Neo e-frames are nonfunctional. Butler likes the idea, and has his jumptroops attack, and O'Reilly succeeds in destroying an e- frame. After a brief firefight Typhonus orders a retreat. Pelligrino notes that they'll need e-frames to get the Neos out of the gullies that they've hidden in. Butler tells him to hold his position while he goes to talk with Marsh.

For some reason Weston cannot explain their e-frames then get power back. Marsh orders them to frame up. Butler returns to tell Marsh that they have gotten the Neo sapiens cornered. Professor Algernon tells him that they have more important things to do than chase Neos, and Marsh agrees. Butler points out the fact that Typhonus is among them, and he won't let him get away. Marsh then tells Butler of his recent promotion and orders him to break off pursuit. Butler grudgingly relays the order, and Pelligrino is shocked, but complies.

Butler expresses his dissatisfaction, so Algernon tries to explain the situation to him. He says the alien transmitter could be the most devastating weapon in the solar system. He says they need to get to the heart of the alien complex to try to determine how to control its power. Butler is still unhappy, and makes an easier said than done statement. Algernon points out that if they don't, the Neos surely will, implying that is an unacceptable alternative.

Next there is a scene at the former site of Olympus Mons which was cut by USA so that they could sell another commercial. I really don't remember what it was, if you do let me know.

Torres and the ExoScouts have arrived at the cave that was initially set up as the base for the e- frame mission that began in "Martian Luck". Having found it deserted, with magma having risen up throught the floor, Torres tells the Scouts that she is going to check out the area that the squad was patrolling. The ExoScouts try to convince her to let them join her, but she says no. The ExoScouts follow her anyway, and though they try to keep their distance, she soon catches them. They express their fear at being left alone again, and Torres relents.

Typhonus is giving Exial orders in preparation for an assault on the ExoTroopers. A holographic Phaeton then appears, telling Typhonus not to attack since a greater victory is at stake. He reveals to Typhonus that the pulse spread throughout the solar system. Amazed, Typhonus says, "But what could have generated such power?!" to which Phaeton replies, "That is for you to find out." They realize that controlling this power will mean being able to destroy the ExoFleet.

The ExoTroopers meanwhile blow a hole in the alien complex; Algernon enters and is stunned by its size. Marsh tells him to ride with Marsala. Nara Burns is in a Y-wing and Kaz Takagi is in Typhonus' e-frame. Alec DeLeon leaves a marker at the entrance. All the e-frames enter the alien structure, and Marsh tells Butler to have his troops stand guard. Colleen O'Reilly wishes J.T. luck before exiting, and the wall repairs behind her.

The ExoFleet e-frames fly down a long corridor, and various members express concerns. The Neos have also gotten inside, and their frames travel on the ground. Typhonus warns his troops to expect hostile energy forces, which soon appear and destroy an e-frame. Exial notes that they seem to be made of pure energy. He then advises a withdrawal, saying that there are too many of them. Typhonus, however, is determined to control this power, and presses on. His troops follow, and two more are destroyed.

Still flying inside the alien tunnel, Alec alerts Marsh that they should be nearing the central chamber, and that they are about halfway through the planet. Marsh then fires six missiles at a wall of the structure, which creates a hole, and they exit. All are awestruck by what they then see. A large (diameter perhaps thirty feet, based on e-frame dimensions) green-yellow sphere pulsating with white and blue strands of energy, connected to the larger complex by a number of fibers. Alec notes that there still aren't any radiation emissions. Marsh says it seems stronger, and somehow alive. Algernon is disgusted with himself, saying, "I am a fool. I have brought you back here into the heart of danger for nothing. Perhaps a genius could begin to understand everything in his own world, but to comprehend this? Something so completely alien?"

The Neo sapiens then arrive and attack. Orders are quickly given and a fight ensues. One of the energy spheres apparently prevents Weston from destroying a Neo frame. Another energy ball emanates from the central sphere, destroying the two remaining pilots from Baker squad. Marsala uses his stealth capabilities to destroy a large Neo frame by decloaking in front of it and firing. DeLeon takes out two frames, and J.T. gets another. Just then Typhonus rams his frame into Marsh's back. Takagi then fires and Typhonus, asking if he recognized the e-frame. Typhonus then activates a remote cyberlink to take control of the e-frame. The controls no longer respond to Takagi's input as Typhonus has the frame fly toward the central sphere. Typhonus then launches three of his own missiles at Marsh, who is able to use his own weapons to destroy each. As Typhonus closes in firing, Nara then flies in and shoots Typhonus down.

Meanwhile Weston has grabbed Takagi's e-frame with her own, but is unable to prevent the frame from continuing to fly toward the sphere. She forcibly opens the frame, allowing Takagi to climb out. She lets the e-frame go, and it splashes into the alien sphere at the center of the complex. A change then occurs. The sphere releases a few energy blasts, and then stops pulsating and turns orange-red. It then begins shooting more energy blasts, which hit the apparent equivalent of neurons which transmit to others nearby. Algernon says that the explosion of the fusion pak has destabilized the core. He says the complex may destroy itself, and Marsh orders everyone out, and the exosquad complies. Typhonus issues a similar order, and his troops also move away. The central sphere, once again white and pulsating, then begins expanding.

On the surface of the planet a beam of energy is fired from the alien spire. Butler calls for an evac shuttle as the planet begins to experience earthquakes (marsquakes?). Energy beams then begin to emanate from random spots under the ground. What is probably Maginus City is suffering from this, as are various location around Mars. Torres sees the alien transmitter and decides to head for it. Cracks are opening up all over the surface, and energy beam firing from all over.

Able squad is once again flying through the alien tunnel, which pulsates with energy and creates random explosions. Within the central complex explosions are taking place all over. Back on the surface it seems the extra energy beams have the same target as the one that the spire is emitting. The evac shuttle arrives and Butler orders everyone on. O'Reilly says they can't leave without the exosquad, but Butler reiterates his order and says to leave the moment the alien complex starts to explode. Butler remains outside the shuttle.

The Neos are also attempting to escape by flying through a tunnel. The energy wave catches up to them, destroying three Neos, Exial among them, with only Typhonus able to stay ahead of it. On the surface Butler says they cannot wait any longer, and orders a departure. Able Squad then blasts its way out of the alien transmitter, and they begin to get onto the shuttle. They all do, as Marsh and Butler discuss the fact that he waited for them. When all are aboard the shuttle takes off.

An energy ball's explosion at the wall where the adventure began gives an opening through which Typhonus escapes. Typhonus exits his damaged e-frame and runs for his shuttle, but a grappling hook and line trips him up. He stands, but another ExoScout wraps him up with another line. Furious, Typhonus says to them, "You'll pay for this!" to which Torres responds, "Maybe, but you won't be the one to collect." She then orders the ExoScouts onto the shuttle. They do, and the shuttle takes off as Typhonus continues to struggle.

The central sphere then launches a number of energy balls. One causes Maginus City to be destroyed in a tidal wave of lava. Perhaps others cause the energy beams to begin to emanate from various parts of the spire. The spire begins glowing, as the beams of energy emanating from the planet's surface pulsate for a short time. Then the spire explodes, and the entire planet is soon engulfed and blown apart. Torres and the ExoScouts are on the fringe of the energy blast, and apparently fall back into it when the shuttle gets too damaged.

Back on Earth, in Phaeton City, Phaeton (looking particularly bad due to the automutation syndrome) laments the loss of another planet in his empire. He resolves to never surrender, even if it means destroying every living thing on Earth.

In the planetary debris, Able Squad holds a memorial service for Torres, since they believe that even if she had somehow survived initially, the destruction of the planet surely meant her death. Marsh explains that it is tradition for the squad to view the last thoughts of a fallen comrade so that those thoughts can live on in the squad. He tells Bronski to give Rita's flight recorder to Weston, which he does. Weston then plays images which drift back to Earth and a boyfriend, Glenn. It seems that either she was not able to continue the relationship because of her duty to the ExoFleet, or he forced her to make a choice. Their parting was very heartwrenching moment for her. Glenn had a nosering, while Rita did not at the time. Perhaps the one she currently wears is in remembrance of him. The picture goes back to the falls where she crashed before becoming static.

Marsh then states that they release all that remains of her to space. As the squad fires a salute Weston releases the black box, which passes beneath the arch created by their laser fire before going beyond. Nara, suddenly back in the heavy e-frame with Marsala, picks up the Neo shuttle. Able Squad prepares to attack, and Torres says, "Take a shot at me Bronski and I'll make you eat that laser." Bronski is stunned that she is still alive, Marsh welcomes her back and they all fly off.

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